Effects On The Corporate Governance Mechanism Of Stakeholder Theory

Traditional corporate governance mechanisms under the concept of shareholder primacy in corporate governance guidance around the supervision of the Board, constraints and incentives for institutional arrangements, the ultimate goal is the pursuit of corporate governance to maximize shareholder value. Management process to maximize shareholder decisions must serve the interests of shareholders, who contrary to this purpose, the Directors will bear the corresponding legal responsibility. Directors only bear fiduciary duty to shareholders, other stakeholders, the scope of the company’s protection, not the shareholders should consider. With the theory of social responsibility, stakeholder theory, the rise and development of human capital theory, scholars were of the nature of the new business Analysis. Such as contract theory, control theory residual rights, specific investment theory and other theories, these theories as stakeholders in corporate governance provides a sufficient theoretical foundation. In this paper, an overview of the stakeholder theory, mainly from the comparison of the proposal and development of stakeholder theory, stakeholder theory and corporate social responsibility theory analysis stakeholder legal value, stakeholder protection of legal structures and stakeholder Features were five corporate governance aspects of stakeholder theory compares comprehensive exposition. The second part of this article discusses the Anglo-American corporate governance legislation in the stakeholder theory of practice. Although traditionally considered Anglo-American corporate governance Corporate Governance Guidelines was pursuing shareholder primacy, but after a hostile takeover wave of the1980s and a series of scandals storm, the Anglo-American corporate governance mechanisms begin to focus on stakeholder protection. But unlike Germany and Japan co-decision system, in addition to the United States through a variety of modes in the legislation will fiduciary duty owed by directors to shareholders expanded to outside stakeholders, another major feature is the use of the business judgment rule for stakeholders protection of open road. The third part of this article in the German corporate governance legal mechanisms, for example, studied the German Corporate Governance legislation to protect the interests of stakeholders. German legislation on the protection of stakeholders system embodied in the joint decision with German specialties and the main bank system. Fourth part of Japanese corporate governance legislation, for example, studied the Japanese corporate governance legal mechanisms to protect the interests of stakeholders. Similar to Germany, Japan and the emphasis on the protection of the interests of employees, but institutionally embodied in the specific focus on the long-term interests of employees lifetime employment and encourage employees loyal to the enterprise Nenko system. Universal banks with Germany the main bank system has more similarities, but from the article structure considerations, will be more reasonable chapter of research in Germany and Japan. This paper analyzes the fifth part of the corporate governance legislation to protect the interests of stakeholders, the method by comparing the final article analyzes the problems of corporate governance legislation in terms of stakeholder protection aspects should learn to absorb local and should be noted.